EX-10.3 5 a13-21398_1ex10d3.htm EX-10.3

Exhibit 10.3

 

GRANT OF SECURITY INTEREST
IN UNITED STATES TRADEMARKS

 

This GRANT OF SECURITY INTEREST IN UNITED STATES TRADEMARKS (“Agreement”), dated as of September 27, 2013 is made by Walter Energy, Inc., a Delaware corporation (the “Grantor”) with principal offices at 3000 Riverchase Galleria, Suite 1700, Birmingham, AL 35244, in favor of Union Bank, N.A., as Collateral Agent, with principal offices at 1251 Avenue of the Americas, 19th Floor, New York, NY 10020 (the “Agent”) for the benefit of the Secured Parties (as defined in the First-Lien Notes Collateral Agreement as defined below) pursuant to that certain First-Lien Notes Collateral Agreement, dated as of September 27, 2013 (as amended, modified, restated, supplemented or otherwise modified from time to time, the “First-Lien Notes Collateral Agreement”), among Walter Energy, Inc. (the “Company”), and other grantors from time to time party thereto (together with the Company, the “Grantors”) and the Agent.

 

FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, Grantor hereby grants to the Agent, for the benefit of the Secured Parties, a continuing security interest in (i) all of the Grantor’s right, title and interest in, to and under to the United States trademarks, trademark registrations and trademark applications (the “Marks”) set forth on Schedule A attached hereto and (ii) all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same.

 

THIS GRANT is made to secure the satisfactory performance and payment of all the Initial Additional First-Lien Obligations, as such term is defined in the First-Lien Notes Collateral Agreement for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office.

 

The rights and remedies of the Agent with respect to the security interest granted herein are as set forth in the First-Lien Notes Collateral Agreement, all terms and provisions of which are incorporated herein by reference.  In the event that any provisions of this Grant are deemed to conflict with the First-Lien Notes Collateral Agreement, the provisions of the First-Lien Notes Collateral Agreement shall govern.

 

THIS AGREEMENT may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.

 

[Remainder of this page intentionally left blank; signature page follows]

 

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IN WITNESS WHEREOF, the undersigned have executed this Grant as of the date first written above.

 

 

WALTER ENERGY, INC., as Grantor

 

 

 

 

 

By

/s/ Earl H. Doppelt

 

 

Name:

Earl H. Doppelt

 

 

Title:

Senior Vice President,

 

 

 

General Counsel and Secretary

 

 

 

 

 

UNION BANK, N.A., as Collateral Agent

 

 

 

 

 

By

/s/ Bobby Reyes

 

 

Name:

Bobby Reyes

 

 

Title:

Vice President

 

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Schedule A: U.S. Registered Trademarks

 

Mark

 

Application or Registration Number

WALTER NATURAL GAS

 

85/044696

BLUE CREEK COAL

 

85/044679

WALTER COKE

 

4268529

W WALTER ENERGY AND DESIGN

 

4264857

WALTER MINERALS

 

4264850

WALTER ENERGY

 

4264849

 

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